SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 2, 2008

WESTWOOD HOLDINGS GROUP, INC.
(Exact name of registrant as specified in charter)

Delaware                    001-31234              75-2969997
(State or other jurisdiction      (Commission            (IRS Employer
of incorporation)            File Number)         Identification No.)

200 Crescent Court, Suite 1200
Dallas, Texas 75201
(Address of principal executive offices)

(214) 756-6900
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act 
(17 CFR 230.425) 

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) 

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)) 

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

ITEM 5.03:        AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN 
FISCAL YEAR

On May 2, 2008, Westwood Holdings Group, Inc. filed its Amended and
Restated  Certificate of Incorporation with the State of Delaware increasing the
number of authorized  shares of common stock from 10,000,000 to 25,000,000.  The
Certificate   of  Amendment  to  the  Amended  and   Restated   Certificate   of
Incorporation  of Westwood  Holdings Group,  Inc. is furnished as Exhibit 3.1 to
this report.

ITEM 9.01:        FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits: The following exhibit is furnished with this report:

Exhibit Number                                       Description

3.1               Certificate of Amendment to the Amended and Restated 
Certificate of Incorporation of Westwood Holdings Group, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:    May 7, 2008

WESTWOOD HOLDINGS GROUP, INC.

By:      /s/  William R. Hardcastle, Jr.
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William R. Hardcastle, Jr.,
Chief Financial Officer

EXHIBIT INDEX
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Exhibit Number             Description
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3.1                        Certificate of Amendment to the Amended and Restated 
Certificate of Incorporation of Westwood Holdings
Group, Inc.

Exhibit 3.1

Certificate of Amendment to the
Amended and Restated
Certificate of Incorporation of
Westwood Holdings Group, Inc.

Pursuant to the provisions of Section 242 of the Delaware General
Corporation Law, the undersigned Company files the following Certificate of
Amendment to its Amended and Restated Certificate of Incorporation, which amends
the fourth section thereof so as to increase the number of shares of common
stock, par value $0.01 per share (the "Common Stock"), authorized to be issued
from 10,000,000 shares to 25,000,000 shares.

ARTICLE I

The name of the Company is Westwood Holdings Group, Inc.

ARTICLE II

At a meeting of the Board of Directors (the "Board") of the Company
held on February 6, 2008, the Board adopted resolutions setting forth a proposed
amendment of the Amended and Restated Certificate of Incorporation of the
Company, declaring said amendment to be advisable, and directing that such
amendment be considered by the stockholders of the Company entitled to vote
thereon. The resolution setting forth the proposed amendment is as follows:

NOW, THEREFORE, BE IT RESOLVED, that, subject to the approval
of the stockholders of the Company (the "Stockholders"), the Board
hereby authorizes and approves the following amendment to the
Certificate of Incorporation to increase the number of shares of Common
Stock authorized to be issued from 10,000,000 shares to 25,000,000
shares (the "Amendment"):

The first paragraph of Section 4 of the Company's
Amended and Restated Certificate of Incorporation is hereby
amended and restated to read in its entirety as follows:

"Section 4. The Corporation shall have the authority to issue
25,000,000 shares of Common Stock with a par value of $0.01
per share. The Board of Directors of the Corporation has the
authority, without further action by the stockholders, to
issue 1,000,000 shares of Preferred Stock, par value $0.01 per
share, in one or more series and to fix the rights,
preferences, privileges and restrictions thereof, including
without limitation dividend rights, conversion rights, voting
rights, terms of redemption, liquidation preferences, sinking
fund terms and the number of shares constituting any series or
the designation of such series, without any further vote or
action by the stockholders."

The remaining provisions of Section 4 of the
Company's Amended and Restated Certificate of Incorporation
shall remain the same and in full force and effect.

ARTICLE III

Thereafter, pursuant to resolution of the Board, the annual meeting of
stockholders of the Company was duly called and held, upon notice in accordance
with Section 222 of the Delaware General Corporation Law, at which meeting the
necessary number of shares as required by statute were voted in favor of said
amendment. Specifically, at the time of adoption, the holders of 6,968,708
shares of capital stock of the Company were entitled to vote on said amendment,
of which 5,974,892 shares voted for said amendment, 815,553 voted against said
amendment and 2,791 shares abstained from voting.

ARTICLE IV

Said amendment was duly adopted in accordance with the provisions of Section 242
of the Delaware General Corporation Law.

IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND THIS THE 2ND DAY OF MAY, 2008.

WESTWOOD HOLDINGS GROUP, INC.

By:      /s/ Brian O. Casey 
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Name:    Brian O. Casey 
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Title:   President & CEO
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